Item 5.03
Amendment to the Articles of Incorporation or Bylaws; Change in Fiscal Year.
On August 30, 2017, Institutional Financial Markets, Inc., a Maryland corporation (the Company), filed two Articles of Amendment to its charter (together, the Articles of Amendment) with the State Department of Assessments and Taxation of Maryland, pursuant to which the Company, as previously announced, (i) changed its name to Cohen & Company Inc.; (ii) effected a 1-for-10 reverse stock split (the Reverse Stock Split) of the Companys issued and outstanding shares of common stock, par value $0.001 per share; and (iii) increased the par value of the Companys common stock from $0.001 per share to $0.01 per share. The Articles of Amendment both became effective as of 5:00 p.m. (Eastern Daylight Time) on September 1, 2017 (the Effective Time) and were both duly approved by the Board of Directors of the Company without stockholder approval in accordance with the Maryland General Corporation Law.
Pursuant to the Articles of Amendment, effective as of the Effective Time, (i) every ten shares of the Companys issued and outstanding common stock, par value $0.001 per share, automatically and without any action on the part of the holders thereof combined into one share of common stock, par value $0.01 per share; and (ii) the par value of the Companys common stock increased from $0.001 per share to $0.01 per share. No fractional shares were issued in connection with the Reverse Stock Split. Instead, a stockholder who otherwise would have been entitled to receive fractional shares of common stock as a result of the Reverse Stock Split became entitled to receive from the Company cash in lieu of such fractional shares in an amount equal to the product of (i) the number of such fractional shares, multiplied by (ii) the volume weighted average closing price of the common stock on the five trading days prior to, and excluding, September 1, 2017, as reported by the NYSE American LLC.
As a result of the Reverse Stock Split, the number of issued and outstanding shares of the Companys common stock was reduced to approximately 1,263,293 shares. Each stockholders percentage ownership in the Company remained unchanged as a result of the Reverse Stock Split, except for any minor changes resulting from the payment of cash in lieu of fractional shares. Further, each common stockholders rights and privileges and proportional voting power remained unchanged as a result of the Reverse Stock Split, except for any minor changes resulting from the payment of cash in lieu of fractional shares. There was no change to the number of authorized shares of the Companys common stock as a result of the Reverse Stock Split. As a result of the Reverse Stock Split, the number of votes entitled to be cast by the holders of the Companys Series E Non-Convertible Preferred Stock was automatically proportionately decreased.
In connection with the name change, the trading symbol for the Companys common stock, which is listed on the NYSE American Stock Exchange, has changed from IFMI to COHN.
The new CUSIP number for the Companys common stock is 19249M 102.
The foregoing summary of the Articles of Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Articles of Amendment, copies of which are attached hereto as Exhibit 3.1 and Exhibit 3.2 and are incorporated herein by reference.
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